Common use of Representations and Warranties of the Dealer Manager Clause in Contracts

Representations and Warranties of the Dealer Manager. You represent and warrant to and agree with the Fund as follows: (a) You are a member in good standing of the National Association of Securities Dealers, Inc., and will maintain such membership throughout the term of this Agreement. (b) You will comply with all federal laws pertaining to the sale of securities, the laws of the jurisdictions in which you sell the Units, the Rules and Regulations of the Commission and the Constitution, By-Laws and Rules of the National Association of Securities Dealers, Inc., specifically including and Rule 15c2-4 under the Securities Exchange Act of 1934, as interpreted in NASD Notice to Members 84-64 (which requires that during the escrow period checks be transmitted by you to the escrow agent as soon as practicable, but in any event by noon of the second business day following receipt by you). (c) You will make no sale of the Units unless such sale is preceded or accompanied by the Prospectus. (d) You will assist the Fund in qualifying the Units for sale under the laws of the State of California and such other jurisdictions as the Dealer Manager and the Manager shall mutually agree. (e) You will (i) diligently make inquiries as required by law of all prospective investors in order to ascertain whether a purchase of Units is suitable for the investors and (ii) inform each prospective investor of all pertinent facts relating to the liquidity and marketability of the Units during the term of the investment. In recommending a purchase, sale or exchange of the Units you shall: (1) have reasonable grounds to believe, on the basis of information obtained from the participant concerning his investment objectives, other instruments, financial situation and needs, and any other information known by you, that: (i) the participant is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits described in the Prospectus; (ii) the participant has a fair market net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; and (iii) the program is otherwise suitable for the participant; and (2) maintain in your files for at least six years documents disclosing the basis upon which the determination of suitability was reached as to each participant. (f) All Subscription Agreements shall be promptly transmitted to the Fund in accordance with instructions set forth in the Subscription Agreements, and all funds received by you with respect to any Subscription Agreement shall be promptly transmitted to the Fund , provided, however, that pending sale of a minimum of 120,000 Units, all subscription checks shall be made payable to, and all Subscription Agreements and funds shall be promptly transmitted by you to, such bank as may be selected to act as escrow agent for the Fund . As used herein, the term "promptly transmitted" shall have the meaning set forth in Rule 15c2-4 under the Securities Exchange Act of 1934.

Representations and Warranties of the Dealer Manager. You represent and warrant to and agree with the Fund as follows: (a) You are a member in good standing of the National Association of Securities Dealers, Inc.Financial Industry Regulatory Authority (“FINRA”), and will maintain such membership throughout the term of this Agreement. (b) You will comply with all federal laws pertaining to the sale of securities, the laws of the jurisdictions in which you sell the Units, the Rules and Regulations of the Commission and the Constitution, By-Laws and Rules of the National Association of Securities Dealers, Inc.FINRA, specifically including and including, without limitation, Rule 15c2-4 under the Securities Exchange Act of 1934, as interpreted in NASD Notice to Members 84-64 (which requires that during the escrow period checks be transmitted by you to the escrow agent as soon as practicable, but in any event by noon of the second business day following receipt by you), and NASD Conduct Rules 2730, 2740 and 2750 relating to FINRA member firms engaged in a fixed price offering of securities. (c) You will make no sale of the Units unless such sale is preceded or accompanied by the Prospectus. (d) You will assist the Fund in qualifying the Units for sale under the laws of the State of California and such other jurisdictions as the Dealer Manager and the Manager shall mutually agree. (e) You will (i) diligently make inquiries as required by law of all prospective investors in order to ascertain whether a purchase of Units is suitable for the investors and (ii) inform each prospective investor of all pertinent facts relating to the liquidity and marketability of the Units during the term of the investment. In recommending a purchase, sale or exchange of the Units you shall: (1) have reasonable grounds to believe, on the basis of information obtained from the participant concerning his investment objectives, other instruments, financial situation and needs, and any other information known by you, that: (i) the participant is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits described in the Prospectus; (ii) the participant has a fair market net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; and (iii) the program is otherwise suitable for the participant; and (2) maintain in your files for at least six years documents disclosing the basis upon which the determination of suitability was reached as to each participant. (f) All Subscription Agreements shall be promptly transmitted to the Fund in accordance with instructions set forth in the Subscription Agreements, and all funds received by you with respect to any Subscription Agreement shall be promptly transmitted to the Fund , provided, however, that pending sale of a minimum of 120,000 Units, all subscription checks shall be made payable to, and all Subscription Agreements and funds shall be promptly transmitted by you to, such bank as may be selected to act as escrow agent for the Fund . As used herein, the term "“promptly transmitted" ” shall have the meaning set forth in Rule 15c2-4 under the Securities Exchange Act of 1934. (g) You will maintain copies of all Subscription Agreements in your records for the longer of the periods prescribed by either (i) Rule 17a-4 of the Securities Exchange Act of 1934 or (ii) applicable state blue sky laws. (h) You will execute no transaction in a discretionary account without prior written approval of the transaction by the investor.

Representations and Warranties of the Dealer Manager. You represent and warrant to and agree with the Fund as follows: (a) You are a member in good standing of the National Association of Securities Dealers, Inc.Financial Industry Regulatory Authority (“FINRA”), and will maintain such membership throughout the term of this Agreement. (b) You will comply with all federal laws pertaining to the sale of securities, the laws of the jurisdictions in which you sell the Units, the Rules and Regulations of the Commission and the Constitution, By-Laws and Rules of the National Association of Securities Dealers, Inc.FINRA, specifically including and including, without limitation, Rule 15c2-4 under the Securities Exchange Act of 1934, as interpreted in NASD Notice to Members 84-64 (which requires that during the escrow period checks be transmitted by you to the escrow agent as soon as practicable, but in any event by noon of the second business day following receipt by you), and FINRA Rule 5141 relating to FINRA member firms engaged in a fixed price offering of securities. (c) You will make no sale of the Units unless such sale is preceded or accompanied by the Prospectus. (d) You will assist the Fund in qualifying the Units for sale under the laws of the State of California and such other jurisdictions as the Dealer Manager and the Manager shall mutually agree. (e) You will will (i) diligently make inquiries as required by law of all prospective investors in order to ascertain whether a purchase of Units is suitable for the investors and and (ii) inform each prospective investor of all pertinent facts relating to the liquidity and marketability of the Units during the term of the investment. In recommending a purchase, sale or exchange of the Units you shall: (1) have reasonable grounds to believe, on the basis of information obtained from the participant concerning his investment objectives, other instruments, financial situation and needs, and any other information known by you, that: (i) the participant is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits described in the Prospectus; (ii) the participant has a fair market net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; and and (iii) the program is otherwise suitable for the participant; and (2) maintain in your files for at least six years documents disclosing the basis upon which the determination of suitability was reached as to each participant. (f) All Subscription Agreements shall be promptly transmitted to the Fund in accordance with instructions set forth in the Subscription Agreements, and all funds received by you with respect to any Subscription Agreement shall be promptly transmitted to the Fund , provided, however, that pending sale of a minimum of 120,000 Units, all subscription checks shall be made payable to, and all Subscription Agreements and funds shall be promptly transmitted by you to, such bank as may be selected to act as escrow agent for the Fund Fund. As used herein, the term "“promptly transmitted" ” shall have the meaning set forth in Rule 15c2-4 under the Securities Exchange Act of 1934. (g) You will maintain copies of all Subscription Agreements in your records for the longer of the periods prescribed by either (i) Rule 17a-4 of the Securities Exchange Act of 1934 or (ii) applicable state blue sky laws. (h) You will execute no transaction in a discretionary account without prior written approval of the transaction by the investor.

Representations and Warranties of the Dealer Manager. You represent and warrant to and agree with each Series and the Fund Manager as follows: (a) You are a member in good standing of the National Association of Securities Dealers, Inc.NASD, and will maintain such membership throughout the term of this Agreement. (b) You will comply with all federal Federal laws pertaining to the sale of securities, the laws of the jurisdictions in which you sell the Units, the 1933 Act Rules and Regulations of the Commission and the Constitution, By-Laws and Rules of the National Association of Securities Dealersthe NASD, Inc., specifically including and Rule 15c2-4 under the Securities Exchange 1934 Act of 1934, as interpreted in NASD Notice to Members 84-64 (which requires that during the escrow period checks be transmitted by you to the escrow agent as soon as practicable, but in any event by noon of the second business day following receipt by you). (c) You will make no sale of the Units unless such sale is preceded or accompanied by the Prospectus. (d) You will assist the Fund in qualifying or registering the Units for sale under the laws of the State of California and such other jurisdictions as the Dealer Manager to which you and the Fund Manager shall mutually agree. (e) You will (i) diligently make inquiries as required by law of all prospective investors in order to ascertain whether a purchase of Units is suitable for the investors and (ii) inform each prospective investor of all pertinent facts relating to the liquidity and marketability of the Units during the term of the investment. In recommending a purchase, sale or exchange of the Units you shall: (1) have reasonable grounds to believe, on the basis of information obtained from the participant concerning his investment objectives, investment experience, other instrumentsinvestments, income, net worth, financial situation and needs, and any other information known by you, that: (ia) the participant is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits described in the Prospectus, including specifically the Federal income tax benefits; (iib) the participant has a fair market net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; and; (iiic) the participant meets the minimum income and net worth standards established by the jurisdiction in which such participant is a resident; (d) the program is otherwise suitable for the participant; and (2) maintain in your files for at least six years documents disclosing the basis upon which the determination of suitability was reached as to each participantparticipant for the longer of (i) six years from the date of the investment; (ii) the period prescribed by Rule 17a-4 under the 1934 Act; or (iii) the period required by applicable state blue sky laws. (f) All Subscription Agreements Investor Forms and all subscription funds and Promissory Notes received by you shall be promptly transmitted to the Fund in accordance with instructions set forth in the Subscription AgreementsUSbank, and all funds received by you with respect to any Subscription Agreement shall be promptly transmitted to the Fund , provided, however, that pending sale of a minimum of 120,000 Units, all subscription checks shall be made payable to, and all Subscription Agreements and funds shall be promptly transmitted by you to, or such other bank as may be selected to act as escrow agent for the Fund Fund. As used herein, the term "promptly transmitted" shall have the meaning set forth in Rule 15c2-4 under the Securities Exchange Act of 19341934 Act.

Representations and Warranties of the Dealer Manager. You represent and warrant to and agree with the Fund as follows: (a) You are a member in good standing of the National Association of Securities Dealers, Inc., FINRA and will maintain such membership throughout the term of this Agreement. (b) You will comply with all federal laws pertaining to the sale of securities, the laws of the jurisdictions in which you sell the Units, the Rules and Regulations of the Commission and the Constitution, By-Laws and Rules of the National Association of Securities Dealers, Inc.FINRA, specifically including and including, without limitation, Rule 15c2-4 under the Securities Exchange Act of 1934, as interpreted in NASD Notice to Members 84-64 (which requires that during the escrow period checks be transmitted by you to the escrow agent as soon as practicable, but in any event by noon of the second business day following receipt by you), and FINRA Rule 5141 relating to FINRA member firms engaged in a fixed price offering of securities. (c) You will make no sale of the Units unless such sale is preceded or accompanied by the Prospectus. (d) You will assist the Fund in qualifying the Units for sale under the laws of the State of California and such other jurisdictions as the Dealer Manager and the Manager shall mutually agree. (e) You will (i) diligently make inquiries as required by law of all prospective investors in order to ascertain whether a purchase of Units is suitable for the investors and (ii) inform each prospective investor of all pertinent facts relating to the liquidity and marketability of the Units during the term of the investment. In recommending a purchase, sale or exchange of the Units you shall: (1) have reasonable grounds to believe, on the basis of information obtained from the participant concerning his investment objectives, other instruments, financial situation and needs, and any other information known by you, that: (i) the participant is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits described in the Prospectus; (ii) the participant has a fair market net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; and (iii) the program is otherwise suitable for the participant; and (2) maintain in your files for at least six years documents disclosing the basis upon which the determination of suitability was reached as to each participant. (f) All Subscription Agreements shall be promptly transmitted to the Fund in accordance with instructions set forth in the Subscription Agreements, and all funds received by you with respect to any Subscription Agreement shall be promptly transmitted to the Fund Fund, provided, however, that pending receipt and acceptance of subscription proceeds in a minimum amount of $1,200,000 upon sale of a minimum of 120,000 Units, all subscription checks shall be made payable to, and all Subscription Agreements and funds shall be promptly transmitted by you to, such bank as may be selected to act as escrow agent for the Fund Fund. As used herein, the term "“promptly transmitted" ” shall have the meaning set forth in Rule 15c2-4 under the Securities Exchange Act of 1934. (g) You will maintain copies of all Subscription Agreements in your records for the longer of the periods prescribed by either (i) Rule 17a-4 of the Securities Exchange Act of 1934 or (ii) applicable state blue sky laws. (h) You will execute no transaction in a discretionary account without prior written approval of the transaction by the investor. (i) Although it is understood that the Fund will not accept subscriptions in cash or cash equivalents, you have nevertheless adopted and implemented an anti-money laundering policy in compliance with applicable FINRA rules and guidelines, including, without limitation, internal procedures designed to: verify each customer’s identity, monitor customer accounts for suspicious activity related to possible money laundering or terrorist activity, file Suspicious Activity Reports and/or Currency Transaction Reports with the Financial Crimes Enforcement Network (FinCEN), and Currency and Monetary Instrument Transportation Reports with the U.S. Commissioner of Customs, whenever appropriate or required, maintain appropriate records under such rules, including maintaining the privacy of such records as required by law, and share such information with FinCEN as may be required under applicable regulations of the U.S. Department of the Treasury. You will update and confirm to us your undertaking in this paragraph 3(m) and continuing compliance with applicable anti-money laundering rules and regulations on at least an annual basis during the term of this placement.

Representations and Warranties of the Dealer Manager. You represent and warrant to and agree with the Fund as follows: (a) You are a member in good standing of the National Association of Securities Dealers, Inc., and will maintain such membership throughout the term of this Agreement. (b) You will comply with all federal laws pertaining to the sale of securities, the laws of the jurisdictions in which you sell the Units, the Rules and Regulations of the Commission and the Constitution, By-Laws and Rules of the National Association of Securities Dealers, Inc., specifically including and including,without limitation, Rule 15c2-4 under the Securities Exchange Act of 1934, as interpreted in NASD Notice to Members 84-64 (which requires that during the escrow period checks be transmitted by you to the escrow agent as soon as practicable, but in any event by noon of the second business day following receipt by you), and NASD Conduct Rules 2730, 2740 and 2750 relating to FINRA member firms engaged in a fixed price offering of securities. (c) You will make no sale of the Units unless such sale is preceded or accompanied by the Prospectus. (d) You will assist the Fund in qualifying the Units for sale under the laws of the State of California and such other jurisdictions as the Dealer Manager and the Manager shall mutually agree. (e) You will (i) diligently make inquiries as required by law of all prospective investors in order to ascertain whether a purchase of Units is suitable for the investors and (ii) inform each prospective investor of all pertinent facts relating to the liquidity and marketability of the Units during the term of the investment. In recommending a purchase, sale or exchange of the Units you shall: (1) have reasonable grounds to believe, on the basis of information obtained from the participant concerning his investment objectives, other instruments, financial situation and needs, and any other information known by you, that: (i) the participant is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits described in the Prospectus; (ii) the participant has a fair market net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; and (iii) the program is otherwise suitable for the participant; and (2) maintain in your files for at least six years documents disclosing the basis upon which the determination of suitability was reached as to each participant. (f) All Subscription Agreements shall be promptly transmitted to the Fund in accordance with instructions set forth in the Subscription Agreements, and all funds received by you with respect to any Subscription Agreement shall be promptly transmitted to the Fund , provided, however, that pending sale of a minimum of 120,000 Units, all subscription checks shall be made payable to, and all Subscription Agreements and funds shall be promptly transmitted by you to, such bank as may be selected to act as escrow agent for the Fund . As used herein, the term "“promptly transmitted" ” shall have the meaning set forth in Rule 15c2-4 under the Securities Exchange Act of 1934. (g) You will maintain copies of all Subscription Agreements in your records for the longer of the periods prescribed by either (i) Rule 17a-4 of the Securities Exchange Act of 1934 or (ii) applicable state blue sky laws. (h) You will execute no transaction in a discretionary account without prior written approval of the transaction by the investor.

Representations and Warranties of the Dealer Manager. You represent and warrant to and agree with the Fund as follows: (a) You are a member in good standing of the National Association of Securities Dealers, Inc.Financial Industry Regulatory Authority (“FINRA”), and will maintain such membership throughout the term of this Agreement. (b) You will comply with all federal laws pertaining to the sale of securities, the laws of the jurisdictions in which you sell the Units, the Rules and Regulations of the Commission and the Constitution, By-Laws and Rules of the National Association of Securities Dealers, Inc.FINRA, specifically including and including, without limitation, Rule 15c2-4 under the Securities Exchange Act of 1934, as interpreted in NASD Notice to Members 84-64 (which requires that during the escrow period checks be transmitted by you to the escrow agent as soon as practicable, but in any event by noon of the second business day following receipt by you), and NASD Conduct Rules 2730, 2740 and 2750 relating to FINRA member firms engaged in a fixed price offering of securities. (c) You will make no sale of the Units unless such sale is preceded or accompanied by the Prospectus. (d) You will assist the Fund in qualifying the Units for sale under the laws of the State of California and such other jurisdictions as the Dealer Manager and the Manager shall mutually agree. (e) You will will (i) diligently make inquiries as required by law of all prospective investors in order to ascertain whether a purchase of Units is suitable for the investors and and (ii) inform each prospective investor of all pertinent facts relating to the liquidity and marketability of the Units during the term of the investment. In recommending a purchase, sale or exchange of the Units you shall: (1) have reasonable grounds to believe, on the basis of information obtained from the participant concerning his investment objectives, other instruments, financial situation and needs, and any other information known by you, that: (i) the participant is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits described in the Prospectus; (ii) the participant has a fair market net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; and and (iii) the program is otherwise suitable for the participant; and (2) maintain in your files for at least six years documents disclosing the basis upon which the determination of suitability was reached as to each participant. (f) All Subscription Agreements shall be promptly transmitted to the Fund in accordance with instructions set forth in the Subscription Agreements, and all funds received by you with respect to any Subscription Agreement shall be promptly transmitted to the Fund , provided, however, that pending sale of a minimum of 120,000 Units, all subscription checks shall be made payable to, and all Subscription Agreements and funds shall be promptly transmitted by you to, such bank as may be selected to act as escrow agent for the Fund . As used herein, the term "“promptly transmitted" ” shall have the meaning set forth in Rule 15c2-4 under the Securities Exchange Act of 1934. (g) You will maintain copies of all Subscription Agreements in your records for the longer of the periods prescribed by either (i) Rule 17a-4 of the Securities Exchange Act of 1934 or (ii) applicable state blue sky laws. (h) You will execute no transaction in a discretionary account without prior written approval of the transaction by the investor.

Representations and Warranties of the Dealer Manager. You represent and warrant to and agree with the Fund as follows: (a) You are a member in good standing of the National Association of Securities Dealers, Inc., and will maintain such membership throughout the term of this Agreement. (b) You will comply with all federal laws pertaining to the sale of securities, the laws of the jurisdictions in which you sell the Units, the Rules and Regulations of the Commission and the Constitution, By-Laws and Rules of the National Association of Securities Dealers, Inc., specifically including and Rule 15c2-4 under the Securities Exchange Act of 1934, as interpreted in NASD Notice to Members 84-64 (which requires that during the escrow period checks be transmitted by you to the escrow agent as soon as practicable, but in any event by noon of the second business day following receipt by you). (c) You will make no sale of the Units unless such sale is preceded or accompanied by the Prospectus. (d) You will assist the Fund in qualifying the Units for sale under the laws of the State of California and such other jurisdictions as the Dealer Manager and the Manager shall mutually agree. (e) You will (i) diligently make inquiries as required by law of all prospective investors in order to ascertain whether a purchase of Units is suitable for the investors and (ii) inform each prospective investor of all pertinent facts relating to the liquidity and marketability of the Units during the term of the investment. In recommending a purchase, sale or exchange of the Units you shall: (1) have reasonable grounds to believe, on the basis of information obtained from the participant concerning his investment objectives, other instruments, financial situation and needs, and any other information known by you, that: (i) the participant is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits described in the Prospectus; (ii) the participant has a fair market net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; and (iii) the program is otherwise suitable for the participant; and (2) maintain in your files for at least six years documents disclosing the basis upon which the determination of suitability was reached as to each participant. (f) All Subscription Agreements shall be promptly transmitted to the Fund in accordance with instructions set forth in the Subscription Agreements, and all funds received by you with respect to any Subscription Agreement shall be promptly transmitted to the Fund , provided, however, that pending sale of a minimum of 120,000 Units, all subscription checks shall be made payable to, and all Subscription Agreements and funds shall be promptly transmitted by you to, such bank as may be selected to act as escrow agent for the Fund . As used herein, the term "“promptly transmitted" ” shall have the meaning set forth in Rule 15c2-4 under the Securities Exchange Act of 1934. (g) You will maintain copies of all Subscription Agreements in your records for the longer of the periods prescribed by either (i) Rule 17a-4 of the Securities Exchange Act of 1934 or (ii) applicable state blue sky laws. (h) You will execute no transaction in a discretionary account without prior written approval of the transaction by the investor.

Representations and Warranties of the Dealer Manager. You represent and warrant to and agree with the Fund as follows: (a) You are a member in good standing of the National Association of Securities Dealers, Inc.Financial Industry Regulatory Authority (“FINRA”), and will maintain such membership throughout the term of this Agreement. (b) You will comply with all federal laws pertaining to the sale of securities, the laws of the jurisdictions in which you sell the Units, the Rules and Regulations of the Commission and the Constitution, By-Laws and Rules of the National Association of Securities Dealers, Inc.FINRA, specifically including and including, without limitation, Rule 15c2-4 under the Securities Exchange Act of 1934, as interpreted in NASD Notice to Members 84-64 (which requires that during the escrow period checks be transmitted by you to the escrow agent as soon as practicable, but in any event by noon of the second business day following receipt by you), and FINRA Rule 5141 relating to FINRA member firms engaged in a fixed price offering of securities. (c) You will make no sale of the Units unless such sale is preceded or accompanied by the Prospectus. (d) You will assist the Fund in qualifying the Units for sale under the laws of the State of California and such other jurisdictions as the Dealer Manager and the Manager shall mutually agree. (e) You will will (i) diligently make inquiries as required by law of all prospective investors in order to ascertain whether a purchase of Units is suitable for the investors and and (ii) inform each prospective investor of all pertinent facts relating to the liquidity and marketability of the Units during the term of the investment. In recommending a purchase, sale or exchange of the Units you shall: (1) have reasonable grounds to believe, on the basis of information obtained from the participant concerning his investment objectivesbjectives, other instruments, financial situation and needs, and any other information known by you, that: (i) the participant is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits described in the Prospectus; (ii) the participant has a fair market net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; and and (iii) the program is otherwise suitable for the participant; and (2) maintain in your files for at least six years documents disclosing the basis upon which the determination of suitability was reached as to each participant. (f) All Subscription Agreements shall be promptly transmitted to the Fund in accordance with instructions set forth in the Subscription Agreements, and all funds received by you with respect to any Subscription Agreement shall be promptly transmitted to the Fund , provided, however, that pending sale of a minimum of 120,000 Units, all subscription checks shall be made payable to, and all Subscription Agreements and funds shall be promptly transmitted by you to, such bank as may be selected to act as escrow agent for the Fund Fund. As used herein, the term "“promptly transmitted" ” shall have the meaning set forth in Rule 15c2-4 under the Securities Exchange Act of 1934. (g) You will maintain copies of all Subscription Agreements in your records for the longer of the periods prescribed by either (h) You will execute no transaction in a discretionary account without prior written approval of the transaction by the investor. (i) Rule 17a-4 of the Securities Exchange Act of 1934 or (ii) applicable state blue sky laws.

Representations and Warranties of the Dealer Manager. You represent and warrant to and agree with each Series and the Fund Manager as follows: (a) You are a member in good standing of the National Association of Securities Dealers, Inc.NASD, and will maintain such membership throughout the term of this Agreement. (b) You will comply with all federal Federal laws pertaining to the sale of securities, the laws of the jurisdictions in which you sell the Units, the 1933 Act Rules and Regulations of the Commission and the Constitution, By-Laws and Rules of the National Association of Securities Dealersthe NASD, Inc., specifically including and Rule 15c2-4 under the Securities Exchange Act of 1934, as amended (the "1934 Act") as interpreted in NASD Notice to Members 84-64 (which requires that during the escrow period checks be transmitted by you to the escrow agent as soon as practicable, but in any event by noon of the second business day following receipt by you). (c) You will make no sale of the Units unless such sale is preceded or accompanied by the Prospectus. (d) You will assist the Fund in qualifying or registering the Units for sale under the laws of the State of California and such other jurisdictions as the Dealer Manager to which you and the Fund Manager shall mutually agree. (e) You will (i) diligently make inquiries as required by law of all prospective investors in order to ascertain whether a purchase of Units is suitable for the investors and (ii) inform each prospective investor of all pertinent facts relating to the liquidity and marketability of the Units during the term of the investment. In recommending a purchase, sale or exchange of the Units you shall: (1) have reasonable grounds to believe, on the basis of information obtained from the participant concerning his investment objectives, investment experience, other instrumentswncnat6-6/00.xx 4 investments, income, net worth, financial situation and needs, and any other information known by you, that: (i) the participant is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits described in the Prospectus, including specifically the Federal income tax benefits; (ii) the participant has a fair market net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; and; (iii) the participant meets the minimum income and net worth standards established by the jurisdiction in which such participant is a resident; (iv) the program is otherwise suitable for the participant; and (2) maintain in your files for at least six years documents disclosing the basis upon which the determination of suitability was reached as to each participantparticipant for the longer of (i) six years from the date of the investment; (ii) the period prescribed by Rule 17a-4 under the 1934 Act; or (iii) the period required by applicable state blue sky laws. (f) All Subscription Agreements Investor Forms and all subscription funds and Promissory Notes received by you shall be promptly transmitted to the Fund in accordance with instructions set forth in the Subscription AgreementsNational Bank of Southern California, and all funds received by you with respect to any Subscription Agreement shall be promptly transmitted to the Fund , provided, however, that pending sale of a minimum of 120,000 Units, all subscription checks shall be made payable to, and all Subscription Agreements and funds shall be promptly transmitted by you to, or such other bank as may be selected to act as escrow agent for the Fund Fund. As used herein, the term "promptly transmitted" shall have the meaning set forth in Rule 15c2-4 under the Securities Exchange Act of 19340000 Xxx.

Representations and Warranties of the Dealer Manager. You represent and warrant to and agree with the Fund as follows: (a) You are a member in good standing of the National Association of Securities Dealers, Inc.Financial Industry Regulatory Authority (“FINRA”), and will maintain such membership throughout the term of this Agreement. (b) You will comply with all federal laws pertaining to the sale of securities, the laws of the jurisdictions in which you sell the Units, the Rules and Regulations of the Commission and the Constitution, By-Laws and Rules of the National Association of Securities Dealers, Inc.FINRA, specifically including and including, without limitation, Rule 15c2-4 under the Securities Exchange Act of 1934, as interpreted in NASD Notice to Members 84-64 (which requires that during the escrow period checks be transmitted by you to the escrow agent as soon as practicable, but in any event by noon of the second business day following receipt by you), and FINRA Rule 5141 relating to FINRA member firms engaged in a fixed price offering of securities. (c) You will make no sale of the Units unless such sale is preceded or accompanied by the Prospectus. (d) You will assist the Fund in qualifying the Units for sale under the laws of the State of California and such other jurisdictions as the Dealer Manager and the Manager shall mutually agree. (e) You will will (i) diligently make inquiries as required by law of all prospective investors in order to ascertain whether a purchase of Units is suitable for the investors and and (ii) inform each prospective investor of all pertinent facts relating to the liquidity and marketability of the Units during the term of the investment. In recommending a purchase, sale or exchange of the Units you shall: (1) have reasonable grounds to believe, on the basis of information obtained from the participant concerning his investment objectives, other instruments, financial situation and needs, and any other information known by you, that: (i) the participant is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits described in the Prospectus; (ii) the participant has a fair market net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; and and (iii) the program is otherwise suitable for the participant; and (2) maintain in your files for at least six years documents disclosing the basis upon which the determination of suitability was reached as to each participant. (f) All Subscription Agreements shall be promptly transmitted to the Fund in accordance with instructions set forth in the Subscription Agreements, and all funds received by you with respect to any Subscription Agreement shall be promptly transmitted to the Fund Fund, provided, however, that pending sale of a minimum of 120,000 Units, all subscription checks shall be made payable to, and all Subscription Agreements and funds shall be promptly transmitted by you to, such bank as may be selected to act as escrow agent for the Fund Fund. As used herein, the term "“promptly transmitted" ” shall have the meaning set forth in Rule 15c2-4 under the Securities Exchange Act of 1934. (g) You will maintain copies of all Subscription Agreements in your records for the longer of the periods prescribed by either (h) You will execute no transaction in a discretionary account without prior written approval of the transaction by the investor. (i) Rule 17a-4 of the Securities Exchange Act of 1934 or (ii) applicable state blue sky laws.

Representations and Warranties of the Dealer Manager. You represent and warrant to and agree with the Fund REIT as follows: (a) You are a member in good standing of the National Association of Securities Dealers, Inc., and will maintain such membership throughout the term of this Agreement. (b) You will comply with all federal laws pertaining to the sale of securities, the laws of the jurisdictions in which you sell the Units, the Rules and Regulations of the Commission and the Constitution, By-Laws and Rules of the National Association of Securities Dealers, Inc., specifically including and Rule 15c2-4 under the Securities Exchange Act of 1934, as interpreted in NASD Notice to Members 84-64 (which requires that during the escrow period checks be transmitted by you to the escrow agent as soon as practicable, but in any event by noon of the second business day following receipt by you). (c) You will make no sale of the Units Shares unless such sale is preceded or accompanied by the Prospectus. (d) You will assist the Fund in qualifying the Units Shares for sale under the laws of the State of California and such other jurisdictions as the Dealer Manager and the Manager Advisor shall mutually agree. (e) You will (i) diligently make inquiries as required by law of all prospective investors in order to ascertain whether a purchase of Units Shares is suitable for the investors and (ii) inform each prospective investor of all pertinent facts relating to the liquidity and marketability of the Units Shares during the term of the investment. In recommending a purchase, sale or exchange of the Units Shares you shall: (1) have reasonable grounds to believe, on the basis of information obtained from the participant concerning his investment objectives, other instruments, financial situation and needs, and any other information known by you, that: (i) the participant is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits described in the Prospectus; (ii) the participant has a fair market net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; and (iii) the program is otherwise suitable for the participant; and (2) maintain in your files for at least six years documents disclosing the basis upon which the determination of suitability was reached as to each participant. (f) All Subscription Agreements shall be promptly transmitted to the Fund REIT in accordance with instructions set forth in the Subscription Agreements, and all funds received by you with respect to any Subscription Agreement shall be promptly transmitted to the Fund REIT , provided, however, that pending sale of a minimum of 120,000 Units1,000,000 Shares, all subscription checks shall be made payable to, and all Subscription Agreements and funds shall be promptly transmitted by you to, such bank as may be selected to act as escrow agent for the Fund REIT . As used herein, the term "promptly transmitted" shall have the meaning set forth in Rule 15c2-4 under the Securities Exchange Act of 1934.

Representations and Warranties of the Dealer Manager. You represent and warrant to and agree with the Fund REIT as follows: (a) You are a member in good standing of the National Association of Securities Dealers, Inc., and will maintain such membership throughout the term of this Agreement. (b) You will comply with all federal laws pertaining to the sale of securities, the laws of the jurisdictions in which you sell the Units, the Rules and Regulations of the Commission and the Constitution, By-Laws and Rules of the National Association of Securities Dealers, Inc., specifically including and Rule 15c2-4 under the Securities Exchange Act of 1934, as interpreted in NASD Notice to Members 84-64 (which requires that during the escrow period checks be transmitted by you to the escrow agent as soon as practicable, but in any event by noon of the second business day following receipt by you). (c) You will make no sale of the Units Shares unless such sale is preceded or accompanied by the Prospectus. (d) You will assist the Fund in qualifying the Units Shares for sale under the laws of the State of California and such other jurisdictions as the Dealer Manager and the Manager Advisor shall mutually agree. (e) You will (i) diligently make inquiries as required by law of all prospective investors in order to ascertain whether a purchase of Units Shares is suitable for the investors and (ii) inform each prospective investor of all pertinent facts relating to the liquidity and marketability of the Units Shares during the term of the investment. In recommending a purchase, sale or exchange of the Units Shares you shall: (1) have reasonable grounds to believe, on the basis of information obtained from the participant concerning his investment objectives, other instruments, financial situation and needs, and any other information known by you, that: (i) the participant is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits described in the Prospectus; (ii) the participant has a fair market net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; and (iii) the program is otherwise suitable for the participant; and (2) maintain in your files for at least six years documents disclosing the basis upon which the determination of suitability was reached as to each participant. (f) All Subscription Agreements shall be promptly transmitted to the Fund REIT in accordance with instructions set forth in the Subscription Agreements, and all funds received by you with respect to any Subscription Agreement shall be promptly transmitted to the Fund REIT, provided, however, that pending sale of a minimum of 120,000 Units1,000,000 Shares, all subscription checks shall be made payable to, and all Subscription Agreements and funds shall be promptly transmitted by you to, such bank as may be selected to act as escrow agent for the Fund REIT. As used herein, the term "promptly transmitted" shall have the meaning set forth in Rule 15c2-4 under the Securities Exchange Act of 1934.

Representations and Warranties of the Dealer Manager. You represent and warrant to and agree with the Fund as follows: (a) You are a member in good standing of the National Association of Securities Dealers, Inc., and will maintain such membership throughout the term of this Agreement. (b) You will comply with all federal laws pertaining to the sale of securities, the laws of the jurisdictions in which you sell the Units, the Rules and Regulations of the Commission and the Constitution, By-Laws and Rules of the National Association of Securities Dealers, Inc., specifically including and including,without limitation, Rule 15c2-4 under the Securities Exchange Act of 1934, as interpreted in NASD Notice to Members 84-64 (which requires that during the escrow period checks be transmitted by you to the escrow agent as soon as practicable, but in any event by noon of the second business day following receipt by you), and NASD Conduct Rules 2730, 2740 and 2750 relating to NASD member firms engaged in a fixed price offering of securities. (c) You will make no sale of the Units unless such sale is preceded or accompanied by the Prospectus. (d) You will assist the Fund in qualifying the Units for sale under the laws of the State of California and such other jurisdictions as the Dealer Manager and the Manager shall mutually agree. (e) You will (i) diligently make inquiries as required by law of all prospective investors in order to ascertain whether a purchase of Units is suitable for the investors and (ii) inform each prospective investor of all pertinent facts relating to the liquidity and marketability of the Units during the term of the investment. In recommending a purchase, sale or exchange of the Units you shall: (1) have reasonable grounds to believe, on the basis of information obtained from the participant concerning his investment objectives, other instruments, financial situation and needs, and any other information known by you, that: (i) the participant is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits described in the Prospectus; (ii) the participant has a fair market net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; and (iii) the program is otherwise suitable for the participant; and (2) maintain in your files for at least six years documents disclosing the basis upon which the determination of suitability was reached as to each participant. (f) All Subscription Agreements shall be promptly transmitted to the Fund in accordance with instructions set forth in the Subscription Agreements, and all funds received by you with respect to any Subscription Agreement shall be promptly transmitted to the Fund , provided, however, that pending sale of a minimum of 120,000 Units, all subscription checks shall be made payable to, and all Subscription Agreements and funds shall be promptly transmitted by you to, such bank as may be selected to act as escrow agent for the Fund . As used herein, the term "“promptly transmitted" ” shall have the meaning set forth in Rule 15c2-4 under the Securities Exchange Act of 1934. (g) You will maintain copies of all Subscription Agreements in your records for the longer of the periods prescribed by either (i) Rule 17a-4 of the Securities Exchange Act of 1934 or (ii) applicable state blue sky laws. (h) You will execute no transaction in a discretionary account without prior written approval of the transaction by the investor.

Representations and Warranties of the Dealer Manager. You represent and warrant to and agree with the Fund as follows: (a) You are a member in good standing of the National Association of Securities Dealers, Inc.Financial Industry Regulatory Authority (“FINRA”), and will maintain such membership throughout the term of this Agreement. (b) You will comply with all federal laws pertaining to the sale of securities, the laws of the jurisdictions in which you sell the Units, the Rules and Regulations of the Commission and the Constitution, By-Laws and Rules of the National Association of Securities Dealers, Inc.FINRA, specifically including and including, without limitation, Rule 15c2-4 under the Securities Exchange Act of 1934, as interpreted in NASD Notice to Members 84-64 (which requires that during the escrow period checks be transmitted the Soliciting Dealers (as defined below) must promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of Units, transmit same together with a copy of the executed Subscription Agreement or copy of the signature page of such agreement, stating among other things, the name of the purchaser, current address, and the amount of the investment, to you by noon of the next business day following receipt of such materials by the Soliciting Dealer, and you in turn must transmit subscription documents and funds to the Fund's escrow agent as soon as practicable, but in any event by noon of the second business day following receipt by youafter you receive same ), and FINRA Rule 5141 relating to FINRA member firms engaged in a fixed price offering of securities. (c) You will make no sale of the Units unless such sale is preceded or accompanied by the Prospectus. (d) You will assist the Fund in qualifying the Units for sale under the laws of the State of California and such other jurisdictions as the Dealer Manager and the Manager shall mutually agree. (e) You will will (i) diligently make inquiries as required by law of all prospective investors in order to ascertain whether a purchase of Units is suitable for the investors and and (ii) inform each prospective investor of all pertinent facts relating to the liquidity and marketability of the Units during the term of the investment. In recommending a purchase, sale or exchange of the Units you shall: (1) have reasonable grounds to believe, on the basis of information obtained from the participant concerning his investment objectives, other instruments, financial situation and needs, and any other information known by you, that: (i) the participant is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits described in the Prospectus; (ii) the participant has a fair market net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; and and (iii) the program is otherwise suitable for the participant; and (2) maintain in your files for at least six years documents disclosing the basis upon which the determination of suitability was reached as to each participant. (f) All Subscription Agreements shall be promptly transmitted to the Fund in accordance with instructions set forth in the Subscription Agreements, and all funds received by you with respect to any Subscription Agreement shall be promptly transmitted to the Fund Fund, provided, however, that pending sale of a minimum of 120,000 Units, all subscription checks shall be made payable to, and all Subscription Agreements and funds shall be promptly transmitted by you to, such bank as may be selected to act as escrow agent for the Fund Fund. As used herein, the term "“promptly transmitted" ” shall have the meaning set forth in Rule 15c2-4 under the Securities Exchange Act of 1934. (g) You will maintain copies of all Subscription Agreements in your records for the longer of the periods prescribed by either (i) Rule 17a-4 of the Securities Exchange Act of 1934 or (ii) applicable state blue sky laws. (h) You will execute no transaction in a discretionary account without prior written approval of the transaction by the investor.

Representations and Warranties of the Dealer Manager. You represent and warrant to and agree with each Series and the Fund Manager as follows: (a) You are a member in good standing of the National Association of Securities Dealers, Inc.NASD, and will maintain such membership throughout the term of this Agreement. (b) You will comply with all federal Federal laws pertaining to the sale of securities, the laws of the jurisdictions in which you sell the Units, the 1933 Act Rules and Regulations of the Commission and the Constitution, By-Laws and Rules of the National Association of Securities Dealersthe NASD, Inc., specifically including and Rule 15c2-4 under the Securities Exchange Act of 1934, as amended (the "1934 Act") as interpreted in NASD Notice to Members 84-64 (which requires that during the escrow period checks be transmitted by you to the escrow agent as soon as practicable, but in any event by noon of the second business day following receipt by you). (c) You will make no sale of the Units unless such sale is preceded or accompanied by the Prospectus. (d) You will assist the Fund in qualifying or registering the Units for sale under the laws of the State of California and such other jurisdictions as the Dealer Manager to which you and the Fund Manager shall mutually agree. (e) You will (i) diligently make inquiries as required by law of all prospective investors in order to ascertain whether a purchase of Units is suitable for the investors and (ii) inform each prospective investor of all pertinent facts relating to the liquidity and marketability of the Units during the term of the investment. In recommending a purchase, sale or exchange of the Units you shall: (1) have reasonable grounds to believe, on the basis of information obtained from the participant concerning his investment objectives, investment experience, other instrumentsinvestments, income, net worth, financial situation and needs, and any other information known by you, that: (i) the participant is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits described in the Prospectus, including specifically the Federal income tax benefits; (ii) the participant has a fair market net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; and; (iii) the participant meets the minimum income and net worth standards established by the jurisdiction in which such participant is a resident; (iv) the program is otherwise suitable for the participant; and (2) maintain in your files for at least six years documents disclosing the basis upon which the determination of suitability was reached as to each participantparticipant for the longer of (i) six years from the date of the investment; (ii) the period prescribed by Rule 17a-4 under the 1934 Act; or (iii) the period required by applicable state blue sky laws. (f) All Subscription Agreements Investor Forms and all subscription funds and Promissory Notes received by you shall be promptly transmitted to the Fund in accordance with instructions set forth in the Subscription AgreementsNational Bank of Southern California, and all funds received by you with respect to any Subscription Agreement shall be promptly transmitted to the Fund , provided, however, that pending sale of a minimum of 120,000 Units, all subscription checks shall be made payable to, and all Subscription Agreements and funds shall be promptly transmitted by you to, or such other bank as may be selected to act as escrow agent for the Fund . As used herein, the term "promptly transmitted" shall have the meaning set forth in Rule 15c2-4 under the Securities Exchange Act of 1934.as

Representations and Warranties of the Dealer Manager. You represent and warrant to and agree with each Series and the Fund Manager as follows: (a) You are a member in good standing of the National Association of Securities Dealers, Inc.NASD, and will maintain such membership throughout the term of this Agreement. (b) You will comply with all federal Federal laws pertaining to the sale of securities, the laws of the jurisdictions in which you sell the Units, the 1933 Act Rules and Regulations of the Commission and the Constitution, By-Laws and Rules of the National Association of Securities Dealersthe NASD, Inc., specifically including and Rule 15c2-4 under the Securities Exchange Act of 1934, as amended (the "1934 Act") as interpreted in NASD Notice to Members 84-64 (which requires that during the escrow period checks be transmitted by you to the escrow agent as soon as practicable, but in any event by noon of the second business day following receipt by you). (c) You will make no sale of the Units unless such sale is preceded or accompanied by the Prospectus. (d) You will assist the Fund in qualifying or registering the Units for sale under the laws of the State of California and such other jurisdictions as the Dealer Manager to which you and the Fund Manager shall mutually agree. (e) You will (i) diligently make inquiries as required by law of all prospective investors in order to ascertain whether a purchase of Units is suitable for the investors and (ii) inform each prospective investor of all pertinent facts relating to the liquidity and marketability of the Units during the term of the investment. In recommending a purchase, sale or exchange of the Units you shall: (1) have reasonable grounds to believe, on the basis of information obtained from the participant concerning his investment objectives, investment experience, other instrumentsinvestments, income, net worth, financial situation and needs, and any other information known by you, that: (i) the participant is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits described in the Prospectus, including specifically the Federal income tax benefits; (ii) the participant has a fair market net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; and; (iii) the participant meets the minimum income and net worth standards established by the jurisdiction in which such participant is a resident; (iv) the program is otherwise suitable for the participant; and (2) maintain in your files for at least six years documents disclosing the basis upon which the determination of suitability was reached as to each participantparticipant for the longer of (i) six years from the date of the investment; (ii) the period prescribed by Rule 17a-4 under the 1934 Act; or (iii) the period required by applicable state blue sky laws. (f) All Subscription Agreements Investor Forms and all subscription funds and Promissory Notes received by you shall be promptly transmitted to the Fund in accordance with instructions set forth in the Subscription AgreementsNational Bank of Southern California, and all funds received by you with respect to any Subscription Agreement shall be promptly transmitted to the Fund , provided, however, that pending sale of a minimum of 120,000 Units, all subscription checks shall be made payable to, and all Subscription Agreements and funds shall be promptly transmitted by you to, or such other bank as may be selected to act as escrow agent for the Fund . As used herein, the term "promptly transmitted" shall have the meaning set forth in Rule 15c2-4 under the Securities Exchange Act of 1934.may